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Form of Investment Agreement

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INVESTMENT AGREEMENT


This Investment Agreement (this "Agreement"), dated as of __________, 2000, is made between ____________________________________ (the "Investor") and Samuels Jewelers, Inc., a Delaware corporation (the "Company").


WHEREAS, the Investor desires to purchase shares of common stock, par value $.001 per share ("Common Stock"), of the Company; and


WHEREAS, the Company desires to sell shares of Common Stock to Investor;


NOW, THEREFORE, in consideration of the premises, the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and affirmed, the Investor and the Company, by executing this Agreement, acknowledge, covenant, agree, represent and warrant that:


(1) Investment. The Investor hereby subscribes to purchase and agrees to purchase ______________________________________________________ (________) shares (the "Shares") of the common stock, par value $.001 per share ("Common Stock"), of the Company for the price of FIVE DOLLARS AND TWENTY-FIVE CENTS ($5.25) per share, for an aggregate purchase price of $______________. The purchase price shall be paid to the Company by wire transfer in cash on _____________, 2000 and the Company shall issue shares of Common Stock upon receipt of such payment that are duly authorized, fully paid and nonassessable. Notwithstanding the foregoing, the Investor and the Company hereby agree that the number of shares to be purchased by the Investor may be reduced by the Company in the event that the number of shares subscribed by all investors in the offering (of which this Agreement is a part), described in that Offering Memorandum, dated as of April 24, 2000 (the "Offering"), is more than the total number of shares available in the Offering. Any reduction by the Company of the number of shares to be purchased by the Investor shall be derived as follows: by multiplying (x) that number, stated as a percentage, derived by dividing (i) the total number of shares the Investor initially desires to purchase as stated herein by (ii) the total number of shares desired to be purchased by all investors participating in the Offering, against (y) the total number of shares that are offered in the Offering. In the event the Company reduces the number of shares the Investor shall purchase, the Company shall also commensurately reduce the proposed purchase price to reflect only those shares to be purchased by Investor. After return of the appropriate executed investment materials (which shall be described in the materials delivered to the Investor herewith), the Company shall notify the Investor, at least three (3) days prior to ________________, 2000, of the number of shares of Common Stock the Investor shall purchase and the corresponding purchase price, and shall provide the necessary instructions to complete the wire transfer of the purchase price to the account specified by the Company; provided that the Investor has returned the appropriate investment materials by such date.


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(2) Investor Representations to the Company. The Investor, or the Investor together with his representative for purposes of investing in the Shares (the "Investor Representative"), represent and warrant to the Company as follows:


(a) The Investor, or the Investor together with his Investor
Representative, has such knowledge and experience in
financial, tax and business matters, including substantial
experience in evaluating and investing in common stock and
other securities, so as to enable the Investor and/or his
Investor Representative to utilize the information referred to
in subsection (d) below and any other information made
available to the Investor and/or his Investor Representative
in order to evaluate the merits and risks of an investment in
the Shares and to make an informed investment decision with
respect thereto.


(b) The Investor's Investor Representative, if any, (i) is a
"purchaser representative" within the meaning of such term as
defined in Regulation D ("Regulation D") promulgated under the
Securities Act of 1933, as amended (the "Securities Act"),
(ii) has been acknowledged by the Investor, by identification
by the Investor in the space provided below, to be the
Investor's "purchaser representative" in connection with
evaluating the merits and risks of the Investor's prospective
investment in the Shares and (iii) has made all disclosures to
the Investor as are required to be made by a "purchaser
representative" pursuant to Regulation D. The Investor's
Investor Representative is: ________________________________
(insert "None" if the Investor has no Investor
Representative).


(c) The Investor is acquiring the Shares for his own account,
for investment purposes only and not with a view to, and not
for offer or sale in connection with, any distribution or
resale of the Shares.


(d) The Company has made available and the Investor and/or his
Investor Representative has reviewed that certain Samuels
Jewelers, Inc. Confidential Private Offering Memorandum, dated
April 24, 2000, and such other information which the Investor
an
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